Steppe Gold Ltd. (TSX: STGO): Stonegate Capital Partners Updates Coverage on Steppe Gold Ltd. (TSX: STGO).
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About Stonegate
Stonegate Capital Partners is a leading capital markets advisory firm providing investor relations, equity research, and institutional investor outreach services for public companies. Our affiliate, Stonegate Capital Markets (member FINRA) provides a full spectrum of investment banking, equity research and capital raising for public and private companies.
Contacts:
Stonegate Capital Partners
(214) 987-4121
info@stonegateinc.com
Source: Stonegate, Inc.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/212063
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Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) ("Steppe Gold" or the "Company") is pleased to announce its financial results for the quarter ended March 31, 2024.
HIGHLIGHTS
First Quarter Highlights
(all figures in US$000's unless stated otherwise, except per unit figures which are in US$)
Revenue for the three months ended March 31, 2024 amounted to $7,971 on sales of 3,723 gold ounces and 19,506 silver ounces, respectively.
Average realized prices for the three months ended March 31, 2024 were $2,043 per gold ounce and $19 per silver ounce, respectively.
Operating profit from mine operations before depreciation and depletion for the three months ended March 31, 2024 was $4,324.
Adjusted EBITDA after payments made pursuant to the metals purchase and sale agreement (the "Stream Agreement") with Triple Flag Finance Bermuda Ltd. for the three months ended March 31, 2024 was negative $309.
Site All in Sustaining Cost ("AISC") was $945 per ounce sold for the quarter ended March 31, 2024. AISC was $1,522 per ounce sold for the three months ended March 31, 2024.
During the three months ended March 31, 2024, 133,090 tonnes of ore were mined and 145,479 tonnes of ore were stacked on the leach pad, with an average gold grade of 0.56 g/t.
As at March 31, 2024, the cash balance was $6,740 (including $87 recorded in assets classified as held for sale); total bank debt, payables and other debts (including liabilities of $81 recorded in assets classified as held for sale, excluding convertible debentures, Stream Agreement, lease liabilities, tax payables and asset retirement obligations) was $70,216 with net debt of $63,476.
On January 9, 2024, the Company announced that it had entered into a turnkey engineering, procurement and construction contract with Hexagon Build Engineering LLC for the Phase 2 Expansion.
The Phase 2 Expansion is proceeding according to the projected timelines and budgets, with commissioning planned for the first quarter of 2026.
On March 15, 2024, the Company entered into an amended and restated gold prepay agreement ("A&R Prepay Agreement") for an additional advance of $5,000 with a repayment term over five months, commencing on August 15, 2024, in five equal monthly deliveries of 530 ounces of gold for a total of 2,650 ounces delivered to Triple Flag International Ltd.
On March 26, 2024, a milestone payment of $37,000 was made to the EPC contractor in relation to the Phase 2 Expansion (as defined below) to fund procurement of major long lead items, mobilization costs, early construction works and foundational work. The major long lead items include the flotations cells, grinding mills, cluster cyclones, thickener units, filters and pumping systems.
On April 11, 2024, the Company announced that it had entered into a share exchange (the "Share Exchange Agreement") agreement pursuant to which it will acquire all of the issued and outstanding common shares of Boroo Gold LLC from an indirect, wholly owned subsidiary of Boroo Pte Ltd. ("Boroo Singapore") in an all-share transaction (the "Boroo Gold Transaction").
Additionally, on April 11, 2024, the Company announced that it had entered into separate definitive share purchase agreements (the "Share Purchase Agreements"), pursuant to which the Company will sell the Tres Cruces Oxide Project to Boroo Singapore for approximately CAD$12 million in cash (the "Tres Cruces Transaction", and, together with the Boroo Gold Transaction, the "Proposed Transaction"), payable over the next 18 months beginning as of the Closing Date (as defined in the Share Purchase Agreements).
Outlook
The Proposed Transaction to acquire Boroo Gold is a transformational step for the Company. With an expected closing in the third quarter of 2024, the Proposed Transaction is expected to accelerate the path to a multi-asset Mongolia-focused mining group and, importantly, is projected to immediately provide strong cash flow to support growth plans, further improved with the recent strong gold prices. The Proposed Transaction is subject to customary closing conditions, including receipt of approval by the Company's shareholders at the annual general and special meeting of shareholders expected to be held at the end of June 2024, and certain regulatory approvals, including the approvals of the Toronto Stock Exchange and applicable Mongolian authorities.
The near term focus for the Company is on maximising production and cash flows at ATO Phase 1, executing on a successful completion of the Phase 2 Expansion, where construction activity continues, with a planned commissioning in Q1 2026, and on working towards closing the Proposed Transaction and planning for the successful integration of Boroo Gold into the Company's operations.
With the projected additional operating cash flow accruing from the Boroo Gold Transaction, the Company expects to be well-placed to increase exploration activities at both production centres with the aim of extending resources, reserves and production. The Company will also consider opportunistic acquisitions in Mongolia.
The Company's condensed interim consolidated financial results for the quarter ended March 31, 2024 have been filed on SEDAR+. The full version of the condensed interim consolidated financial statements and associated management's discussion & analysis can be viewed on the Company's website at www.steppegold.com or under the Company's profile on SEDAR+ at www.sedarplus.ca.
Steppe Gold Ltd.
Steppe Gold is Mongolia's premier precious metals company.
For Further information, please contact:
Bataa Tumur-Ochir, Chairman and CEO
Jeremy South, Senior Vice President and Chief Financial Officer
Elisa Tagarvaa, Investor Relations elisa@steppegold.com
Shangri-La office, Suite 1201, Olympic Street
19A, Sukhbaatar District 1,
Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914
Non-IFRS Performance Measures
The Company uses the following non-IFRS measures: Adjusted EBITDA, EBITDA and AISC. EBITDA is earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as adjusted earnings before interest, taxes, depreciation and amortization. AISC is calculated using cash costs in addition to general and administration, asset retirement costs, and sustaining capital, less certain non-recurring costs (notably exploration costs at the Mungu deposit) to provide an overall company outlook on the total cost required to sell an ounce of gold.
Management believes that these non-IFRS measures provide useful information to investors in measuring the financial performance of the Company for the reasons outlined below. These measures do not have a standardized meaning prescribed by IFRS and therefore they may not be comparable to similarly titled measures presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with IFRS. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. The inclusion of these measures is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These measures are not necessarily standard and therefore may not be comparable to other issuers. Further details of non-IFRS measures noted above can be found in the Company's management's discussion & analysis for the three months ended March 31, 2024.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements or disclosures relating to the Company that are based on the expectations of its management as well as assumptions made by and information currently available to the Company which may constitute forward-looking statements or information ("forward-looking statements") under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results, or developments that the Company anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words "continued", "focus", "scheduled", "will", "projected", "expected", "planned" and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: the anticipated benefits of the Boroo Gold Transaction; the potential for value creation to Steppe Gold's shareholders; payments to be made under the A&R Prepay Agreement; consummation and timing of the Proposed Transaction; the satisfaction of the conditions precedent to the Proposed Transaction; the strengths, characteristics and potential of the resulting company and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto, including with respect to the Phase 2 Expansion and the ATO gold mine.
The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of the Company including, without limitation: required shareholder, regulatory and stock exchange approvals; approvals from applicable Mongolian authorities; exercise of any termination rights under the Share Exchange Agreement or the Share Purchase Agreements; meeting other conditions precedent to each of the Share Exchange Agreement and the Share Purchase Agreements material adverse effects on the business, properties and assets of the Company; changes in business plans and strategies; market and capital finance conditions; risks inherent to any capital financing transactions; changes in world commodity markets; currency fluctuations; costs and supply of materials relevant to the mining industry; change in government and changes to regulations affecting the mining industry; and such other risk factors detailed from time to time in Steppe Gold's public disclosure documents, including, without limitation, those risks identified in Steppe Gold's annual information form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by such forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Steppe Gold assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Steppe Gold updates any one or more forward-looking statements, no inference should be drawn that the company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209389
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Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) ("Steppe Gold") is pleased to announce that it has filed with the applicable Canadian securities regulatory authorities the management information circular dated May 8, 2024 and related meeting materials of Steppe Gold (the "Meeting Materials") for use at the annual general and special meeting (the "Meeting") of Steppe Gold shareholders (the "Shareholders") to be held in connection with the proposed transaction with Boroo Gold LLC ("Boroo Gold") and Boroo Pte Ltd. ("Boroo Singapore"), or one of its affiliates, as previously announced on April 11, 2024 (the "Transaction"). Steppe Gold has also mailed copies of the Meeting Materials to Shareholders entitled to vote on the Transaction at the Meeting.
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the Transaction. If the Transaction is completed: (i) Steppe Gold will acquire all of the issued and outstanding shares of Boroo Gold in return for the issuance of that number of common shares in the capital of Steppe Gold ("Common Shares") that would result in Boroo Singapore, directly or indirectly, holding 55.9% of the issued and outstanding Common Shares (calculated on a fully diluted basis); and (ii) Boroo Singapore will acquire the Tres Cruces Oxide Project (the "Tres Cruces Project") by purchasing all of the issued and outstanding shares of two of Steppe Gold's indirect, wholly-owned subsidiaries for aggregate cash consideration of approximately CAD$12 million.
THE Steppe Gold BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE TRANSACTION IS IN THE BEST INTERESTS OF Steppe Gold AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE TRANSACTION.
Benefits of the Transaction
The Transaction is expected to provide meaningful benefits to Shareholders, including:
The Meeting and Voting
The Meeting is scheduled to be held at the Shangri-La Hotel, 19 Olympic Street, Sukhbaatar District-1, Ulaanbaatar 14241 Mongolia on June 24, 2024 at 10:00 a.m. (ULAT). Shareholders may vote in person at the Meeting or by proxy. Shareholders that are unable to attend the Meeting, or any adjourned or postponed Meeting in person, are requested to date, sign and return the form of proxy for use at the Meeting. The deadline for receipt of proxies for the Meeting is 10:00 a.m. (ULAT) on June 20, 2024.
Shareholders are advised to carefully read the Meeting Materials and then vote in person at the Meeting or by proxy. The Meeting Materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca. Only Shareholders of record as at the close of business on May 6, 2024 are eligible to vote at the Meeting.
About Steppe Gold
Steppe Gold is Mongolia's premier precious metals company and 100% owner of the ATO gold mine and the Uudam Khundii project in Mongolia.
About Boroo Gold
Established in 1997, Boroo Gold is a leading gold producer in Mongolia with over 50,000 tons per day mining fleet, 5,500 tons per day mill and carbon-in-leach circuit gold processing plant, 3,000,000 tons per annum heap leach and carbon-in-columns plant and an approximate workforce of over 400 people. Boroo Gold operates the Boroo mine in Selenge province, as well as owning and operating the adjacent Ulaanbulag mine in Mongolia.
Cautionary Statement on Forward-Looking Information
This news release includes certain statements that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). These include statements regarding Steppe Gold's intent, or the beliefs or current expectations for Steppe Gold's growth, production and valuation post-closing of the Transaction; future market conditions for metals; timing of the Meeting; and expected benefits to Shareholders as a result of the Transaction.
When used in this news release, words such as "expected", "scheduled" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "will", or "would" occur or the negative connotation of such terms.
As well, forward-looking statements may relate to Steppe Gold's future outlook and anticipated events, such as the consummation and timing of the Transaction; the satisfaction of the conditions precedent to each of the Transaction; the anticipated benefits of the Transaction; the potential for value creation to Shareholders; the anticipated timing of the closing of the Transaction; the timing and anticipated receipt of required Shareholder, court and regulatory approvals for the Transaction; anticipated gold production of Boroo Gold and combined gold production of Steppe Gold; the anticipated cash flow of Steppe Gold; potential liquidity from the sale of the Tres Cruces Project; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto.
These forward-looking statements involve numerous risks and uncertainties, including those relating to: required shareholder, regulatory and stock exchange approvals; approvals from applicable Mongolian authorities; exercise of any termination rights under the share exchange agreement dated April 11, 2024 between Steppe Gold, Boroo Singapore and Centerra Netherlands BVBA (the "Share Exchange Agreement") or the separate definitive share purchase agreements (the "Share Purchase Agreements"), each between one of Steppe Gold's wholly-owned subsidiaries, on the one hand, and Boroo Singapore or one of its affiliates, on the other hand, each dated April 11, 2024; meeting other conditions precedent to each of the Share Exchange Agreement and the Share Purchase Agreements; material adverse effects on the business, properties and assets of Steppe Gold or Boroo Gold; discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries; and such other risk factors detailed from time to time in Steppe Gold's public disclosure documents, including, without limitation, those risks identified in Steppe Gold's annual information form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by such forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Steppe Gold assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Steppe Gold updates any one or more forward-looking statements, no inference should be drawn that the company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
Contact Information
Bataa Tumur-Ochir, Chairman and Chief Executive Officer
Jeremy South, Senior Vice President and Chief Financial Officer
Elisa Tagarvaa, Investor Relations Manager (elisa@steppegold.com)
Shangri-La office, Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209078
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Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (" Steppe Gold ") is pleased to announce that, further to its press releases dated January 22, 2024 and March 19, 2024, it has entered into a share exchange agreement (the " Share Exchange Agreement ") pursuant to which Steppe Gold will acquire all of the issued and outstanding common shares (the " BG Common Shares ") of Boroo Gold LLC (" Boroo Gold ") from an indirect, wholly owned subsidiary of Boroo Pte Ltd. (" Boroo Singapore ") in an all-share transaction (the " Boroo Gold Transaction ").
Additionally, pursuant to separate definitive share purchase agreements (the " Share Purchase Agreements "), each between one of Steppe Gold's wholly-owned subsidiaries, on the one hand, and Boroo Singapore or one of its affiliates, on the other hand, each dated April 11, 2024, Steppe Gold will sell the Tres Cruces Oxide Project (the " Tres Cruces Project ") to Boroo Singapore for approximately CAD$12 million in cash (the " Tres Cruces Transaction ") payable over the next 18 months beginning as of the Closing Date (as defined in the Share Purchase Agreements).
Highlights
Bataa Tumur-Ochir, Chairman and CEO of Steppe Gold, commented: "We are very pleased to announce the agreement to acquire Boroo Gold. This transaction accelerates our path to a multi-asset Mongolia-focused mining group and, importantly, immediately provides strong cash flow to support our growth plans, further improved with the recent strong gold prices. In connection with the completion of this transaction we expect to finish 2024 with a run rate of around 90,000 oz in gold production, moving to over 150,000 oz in 2026 on a pro forma basis. We have also decided to divest the Tres Cruces Project to further improve our liquidity and sharpen our focus on Mongolia."
Boroo Gold Transaction Details
Share Exchange Agreement
Pursuant to the Share Exchange Agreement, Steppe Gold will acquire all of the BG Common Shares in consideration for the issuance by Steppe Gold of 138,150,000 Steppe Common Shares, or that number of Steppe Common Shares that results in Boroo Singapore, directly or indirectly, holding 55.9% of the issued and outstanding Steppe Common Shares (calculated on a fully-diluted basis) upon completion of the Boroo Gold Transaction. Steppe Gold will seek approval for the issuance of Steppe Common Shares in connection with the Boroo Gold Transaction at Steppe Gold's annual general and special meeting of shareholders (the " Meeting "), which is expected to be held in June 2024.
The Boroo Gold Transaction is subject to customary closing conditions, including receipt of approval by Steppe Gold's shareholders at the Meeting, and certain regulatory approvals, including the approvals of the Toronto Stock Exchange and applicable Mongolian authorities. Additionally, it is a condition to the closing of the Boroo Gold Transaction that the Tres Cruces Transaction has closed.
All of the directors and executive officers of Steppe Gold have entered into support and voting agreements pursuant to which they have agreed to support the Boroo Gold Transaction and to vote in favour of the Boroo Gold Transaction, subject to the provisions of such support and voting agreements.
The Share Exchange Agreement includes customary representations, warranties and covenants, including with respect to non-solicitation of alternative transactions, a right to match superior proposals and a fiduciary out in respect of the same. In addition, each of Boroo Singapore and Steppe Gold have agreed to pay a termination fee if the Share Exchange Agreement is terminated upon the occurrence of certain events.
Further details with respect to the Boroo Gold Transaction and the Tres Cruces Transaction will be included in the information circular to be mailed to Steppe Gold's shareholders in connection with the Meeting. Provided all conditions precedent in the Share Exchange Agreement are satisfied or waived in a timely manner (including the closing of the Tres Cruces Transaction), it is currently anticipated that the Boroo Gold Transaction will close in the third quarter of 2024. A copy of the Share Exchange Agreement, the Share Purchase Agreements and the information circular in respect of the Meeting will be filed on Steppe Gold's SEDAR+ profile and will be available for viewing at www.sedarplus.ca .
Investor Rights Agreement
At the closing of the Boroo Gold Transaction, Steppe Gold will enter into an investor rights agreement with Boroo Singapore (the " Investor Rights Agreement "). Pursuant to the Investor Rights Agreement, Boroo Singapore will have the right to nominate up to two directors (the " Boroo Nominees ") to the board of directors of Steppe Gold (the " Steppe Board "), subject to Boroo Singapore maintaining ownership of at least 10% of the issued and outstanding Steppe Common Shares, and other terms and conditions as further set forth in the Investor Rights Agreement. In addition, Boroo Singapore will be provided with certain governance rights, so long as it maintains certain Steppe Common Share ownership thresholds, including pre-emptive rights and customary registration rights. The key executive management team of Steppe Gold will remain in place following closing of the Boroo Gold Transaction.
Expected Management Team on Closing
| (Chairman and Chief Executive Officer) |
| (Chief Operating Officer) |
| (SVP and Chief Financial Officer) |
| (President & Vice President, Finance) |
Benefits of the Boroo Gold Transaction
The Boroo Gold Transaction is expected to provide meaningful benefits to shareholders of Steppe Gold, including:
Tres Cruces Transaction Details
Steppe Gold is also pleased to announce that it has entered into the Share Purchase Agreements, pursuant to which Boroo Singapore will acquire the Tres Cruces Project by purchasing all of the issued and outstanding shares of two of Steppe Gold's indirect, wholly-owned subsidiaries for aggregate cash consideration of approximately CAD$12 million. The consideration is payable in four installments over a period of 18 months starting on the Closing Date (as defined in the Share Purchase Agreements). The Tres Cruces Transaction is expected to close in July 2024, following which, the Boroo Gold Transaction will close subsequently thereafter.
The Tres Cruces Transaction is subject to customary closing conditions and is cross conditional on the closing of the Boroo Gold Transaction.
Recommendation of the Steppe Board
Based on an independent verbal fairness opinion provided by Sequeira Partners, in respect of the Boroo Gold Transaction, and after consulting with its financial and legal advisors, among other considerations, the Steppe Board has unanimously: (i) determined that each of the Boroo Gold Transaction and the Tres Cruces Transaction is fair to Steppe Gold; (ii) approved each of the Boroo Gold Transaction and the Tres Cruces Transaction and the entering into of the Share Exchange Agreement and Share Purchase Agreements, respectively, is in the best interests of Steppe Gold; and (iii) resolved to recommend that Steppe Gold's shareholders vote in favour of the Transaction Resolution (as defined in the Share Exchange Agreement).
Advisors
Steppe Gold's legal counsel is Fasken Martineau DuMoulin LLP. Boroo Singapore's Canadian legal counsel is Stikeman Elliott LLP. Payet, Rey, Cauvi, Pérez Abogados are Peruvian legal counsel to Steppe Gold and Boroo Singapore. Steppe Gold's financial advisor is Sequeira Partners. Boroo Singapore's financial advisor is Cormark Securities Inc.
Qualified Persons
The technical content of this news release regarding Steppe Gold has been reviewed and validated by Enkhtuvshin Khishigsuren, PEng., a "Qualified Person" as that term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects .
Technical Reports
Additional information with respect to Steppe Gold's Altan Tsagaan Ovoo Project, including its AuEq resource base, is contained in the technical report of Steppe Gold dated November 6, 2022 and entitled "Altan Tsagaan Ovoo Project (ATO) 2022 Mineral Resources & Reserves Report (NI 43-101)". A copy of said report can be obtained from SEDAR+ at www.sedarplus.ca .
Further information with respect to the Tres Cruces Project is contained in the technical report of Steppe Gold, dated August 21, 2023 and entitled "Form 43-101F1 Technical Report Preliminary Economic Assessment". A copy of said report can be obtained from SEDAR+ at www.sedarplus.ca .
About Steppe Gold
Steppe Gold is Mongolia's premier precious metals company and 100% owner of the ATO gold mine and the Uudam Khundii project in Mongolia.
About Boroo Gold
Established in 1997, Boroo Gold is a leading gold producer in Mongolia with over 50,000 tons per day mining fleet, 5,500 tons per day mill and carbon-in-leach circuit gold processing plant, 3,000,000 tons per annum heap leach and carbon-in-columns plant and an approximate workforce of over 400 people. Boroo Gold operates the Boroo mine in Selenge province, as well as owning and operating the adjacent Ulaanbulag mine in Mongolia.
Cautionary Statement on Forward-Looking Information
This news release includes certain statements that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). These include statements regarding Steppe Gold's intent, or the beliefs or current expectations of the officers and directors of Steppe Gold, for Steppe Gold's growth, production and valuation post-closing of the Boroo Gold Transaction and Tres Cruces Transaction and future market conditions for metals.
When used in this news release, words such as "anticipated", "expected", "estimated", "future", "forecast", "likely", "opportunity", "ongoing", "potential", "planned", "projected", "proposed", "vision" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "could", "may", "should", "will", or "would" occur or the negative connotation of such terms.
As well, forward-looking statements may relate to Steppe Gold's future outlook and anticipated events, such as the consummation and timing of each of the Boroo Gold Transaction and the Tres Cruces Transaction; the Steppe Board and management team of Steppe Gold following the Boroo Gold Transaction; the satisfaction of the conditions precedent to each of the Boroo Gold Transaction and Tres Cruces Transaction; the anticipated benefits of the Boroo Gold Transaction; the potential for value creation to Steppe Gold's shareholders; the anticipated timing of the closings of the Boroo Gold Transaction and Tres Cruces Transaction; the entering into of the support and voting agreements, Investor Rights Agreement and other ancillary documents in connection with the Boroo Gold Transaction; the filing of the Share Exchange Agreement, the Share Purchase Agreements and the information circular in respect of the Meeting on SEDAR+; the details to be included in the information circular regarding the Meeting in respect of the Boroo Gold Transaction and the Tres Cruces Transaction; the timing and anticipated receipt of required shareholder, court and regulatory approvals for the Boroo Gold Transaction and, if applicable, for the Tres Cruces Transaction; Boroo's nomination and governance rights under the Investor Rights Agreement; anticipated gold production of Boroo Gold and combined gold production of Steppe Gold; the anticipated cash flow of Steppe Gold; potential liquidity from the sale of the Tres Cruces Project; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto.
These forward-looking statements involve numerous risks and uncertainties, including those relating to: required shareholder, regulatory and stock exchange approvals; approvals from applicable Mongolian authorities; exercise of any termination rights under the Share Exchange Agreement or the Share Purchase Agreements; meeting other conditions precedent to each of the Share Exchange Agreement and the Share Purchase Agreements; the time required to prepare and mail the Meeting materials, including the information circular; material adverse effects on the business, properties and assets of Steppe Gold or Boroo Gold; discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries; and such other risk factors detailed from time to time in Steppe Gold's public disclosure documents, including, without limitation, those risks identified in Steppe Gold's annual information form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.ca .
Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by such forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Steppe Gold assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Steppe Gold updates any one or more forward-looking statements, no inference should be drawn that the company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
Contact Information
Bataa Tumur-Ochir, Chairman and Chief Executive Officer
Jeremy South, Senior Vice President and Chief Financial Officer
Shangri-La office, Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914
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Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (" Steppe Gold " or the " Company ") is pleased to announce its financial results for the year ended December 31, 2023.
HIGHLIGHTS
Fourth quarter and year ended December 31, 2023 Highlights
(all figures in US$000's unless stated otherwise, except per unit figures which are in US$)
Outlook
With the landmark financing package secured and the first tranche of $50,000 fully drawn down, the Company's main operational focus is execution of development of the Phase 2 Expansion with its EPC partners at Hexagon Build.
This will involve acceleration of the ordering of long lead items, commencement of early construction and foundational works and mobilization to site by Hexagon Build.
The potential acquisition of Boroo Gold is proceeding well with the due diligence process now in the latter stages. The Company is also in negotiations regarding the sale of the Tres Cruces Project.
The Company's consolidated financial results for the year ended December 31, 2023 have been filed on SEDAR+. The full version of the annual consolidated financial statements and associated management's discussion & analysis can be viewed on the Company's website at www.steppegold.com or under the Company's profile on SEDAR + at www.sedarplus.ca .
Steppe Gold Ltd.
Steppe Gold is Mongolia's premier precious metals company.
For Further information, please contact:
Bataa Tumur-Ochir, Chairman and CEO
Jeremy South, Senior Vice President and Chief Financial Officer
Shangri-La office, Suite 1201, Olympic Street
19A, Sukhbaatar District 1,
Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914
Non-IFRS Performance Measures
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as adjusted earnings before interest, taxes, depreciation and amortization. Further details of Non-IFRS Performance Measures noted above can be found in the Company's management's discussion & analysis.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements or disclosures relating to the Company that are based on the expectations of its management as well as assumptions made by and information currently available to the Company which may constitute forward-looking statements or information ("forward-looking statements") under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results, or developments that the Company anticipates or expects may, or will, occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words "continued", "focus", "scheduled", "will", "potential", "planned" and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: trading of the Company's common shares and business; economic, and political conditions in Mongolia and Peru; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto, including with respect to the ATO Gold Mine, the Phase 2 Expansion, the EPC Contract, the Boroo Gold transaction and the sale of the Tres Cruces Project.
The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of the Company including, without limitation: exercise of any termination rights under the Term Sheet; the negotiation of definitive agreements in respect of the acquisition of Boroo Gold and the sale of the Tres Cruces Project; material adverse effects on the business, properties and assets of the Company; changes in business plans and strategies; market and capital finance conditions; risks inherent to any capital financing transactions; changes in world commodity markets; currency fluctuations; costs and supply of materials relevant to the mining industry; change in government; and changes to regulations affecting the mining industry.
The Company believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including, without limitation: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry; changes in government; changes to regulations affecting the mining industry; and certain other risks detailed from time to time in the Company's public disclosure documents, including, without limitation, those risks identified in this news release and in the Company's annual information form dated April 1, 2024, copies of which are available on the Company's SEDAR+ profile at www.sedarplus.ca . Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
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HIGHLIGHTS
The Pansy Pit MRE is shown in Table 1 on page 3.
Figure 1. Pansy Pit rotated and unclipped longsection view looking north with the optimised pit shell in grey, drill traces as black lines and the block model coloured by classification.
Figure 2. Pansy Pit rotated cross section view looking south at ~6,762,078mN +/- 10m with the optimised pit shell in black, drill traces as black lines and the block model coloured by estimated Au grade.
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Adavale Resources’ transformative January 2025 acquisition of gold and copper assets in the prolific Lachlan Fold Belt in New South Wales puts the company on a growth trajectory, presenting a compelling investment opportunity for savvy investors.
Adavale Resources (ASX:ADD) is a dynamic junior exploration company primarily focused on its flagship gold and copper projects in New South Wales (NSW), within the prolific Lachlan Fold Belt. This portfolio spans 354.15 sq kmand comprises four tenements: EL7242, EL8830, EL8831 and EL9711. The acquisition of these assets represents a transformational opportunity, strategically positioning Adavale Resources in one of the world’s richest gold and copper belts.
Parkes Project in the Lachlan Fold Belt
In addition to gold and copper, Adavale boasts extensive uranium assets in South Australia and nickel projects in Tanzania. These diversified holdings place the company at the forefront of exploration across commodities critical for global industrial and technological advancement.
Adavale Resources is poised for significant growth as it advances its gold and uranium projects through strategic drilling programs in 2025. With a robust exploration pipeline, world-class assets in tier-one jurisdictions, and a leadership team aligned with shareholder interests, the company is well-positioned to capitalise on favourable commodity trends.
Adavale Resources recently acquired a 72.5 percent interest in the Parkes project, located in the highly prospective Lachlan Fold Belt of New South Wales. Adavale’s flagship project encompasses 354.15 sq km across four tenements in the Lachlan Fold Belt, a region that has produced over 80 million ounces (Moz) of gold and 13 million tonnes (Mt) of copper historically. The London-Victoria gold mine (EL7242) is a cornerstone of this portfolio, with historical production of 200,000 ounces of gold at an average grade of 2 grams per ton (g/t). London-Victoria (EL7242) also recently received a successful renewal until November 2030.
Exploration activity in 2024 included diamond drilling, which intersected a 12-meter-thick zone of quartz-carbonate veining and shearing, consistent with high-grade mineralisation seen in historical operations. Assay results from this program are pending and expected to provide critical insights for resource expansion.
In addition to the London-Victoria gold mine, the Ashes Prospect (EL8831) has returned high-grade rock chip samples, including results of 8.8 g/t gold and 5.5 percent copper. Similarly, the Birthday mine (EL8830) boasts historical grades averaging 11 g/t gold. The 2025 exploration strategy focuses on resource definition and advancing London-Victoria to JORC-compliant status, testing extensions, and unlocking additional mineralised zones at these prospects, supported by advanced geophysical and geochemical surveys.
Adavale holds 4,959 sq kmof uranium-rich tenements across the highly prospective Flinders Ranges outwash and Eyre Peninsula, regions known for hosting tier-1 uranium deposits. Historical drilling has revealed promising results, including intercepts of 1 metre at 263 parts per million (ppm) eU3O8 and 0.65 meters at 235 ppm eU3O8. These results underscore the region’s potential to host significant uranium resources.
The company is advancing its maiden 2,000 metre air core drilling program in Q1 of 2025, targeting paleochannel extensions and uranium redox boundaries, which have been identified through advanced geophysical surveys. Adavale’s uranium portfolio is particularly well-positioned to benefit from increasing global demand for uranium, driven by geopolitical factors, rising nuclear energy investment globally, and surging prices, which reached $106/lb in early 2024.
Adavale’s nickel portfolio includes 1,315 sq km across 12 highly prospective exploration licences in Tanzania’s East African Nickel Belt. It is strategically located next to and along strike of the world-class Kabanga nickel project — the world’s largest undeveloped high-grade nickel sulphide deposit. Recent exploration at the Luhuma Central prospect has confirmed nickel sulphides in all five drill holes completed, with mineralisation trends extending southwest.
The company employs a combination of geophysical methods, including gravity, magnetics and Heli-EM surveys, to refine its understanding of subsurface structures and identify high-priority drill targets. Adavale’s ongoing exploration in this globally significant nickel belt is expected to build on recent successes, advancing resource definition and project development, making the company well-positioned to make a significant contribution to the global demand for battery metals.
Allan Ritchie is a seasoned executive with more than 30 years of experience in corporate finance and resource management, including as director and officer of ASX and HK listed companies. Ritchie’s distinguished career spans both the energy, resources, and investment banking sectors, and includes leadership roles in both private and publicly listed companies.
Ritchie has served as non-executive director of ASX listed Hydrocarbon Dynamics (ASX:HCD), and executive director and deputy CEO of HK listed energy group, EPI Holdings (0689.HKEX).
Ritchie’s investment banking background includes structuring commercial transactions in the energy and resources sector. Senior roles include positions within Westpac, ANZ Bank, HSBC and BNP Paribas in Australia, London, New York and Asia Pacific. His investment banking achievements have been recognised several times at the top of BRW’s annual poll of bankers.
Ritchie graduated from the University of Technology in Sydney in 1986 with a Bachelor of Business and subsequently attained a post graduate diploma in Applied Finance from the Financial Services Institute of Australia.
Maurice (Nic) Matich is a mechanical engineer and finance professional with over 17 years’ experience in the resources sector. His wide industry experience includes the provision of engineering, risk consulting and insurance services to numerous tier-1 mining companies with operations in lithium, iron ore, mineral sands, gold and kaolin.
Matich previously served as managing director of Pinnacle Minerals (ASX:PIM) and executive director of Heavy Minerals (ASX:HVY), delivering both a maiden resource and scoping study (NPV8 $253M) for the Port Gregory project.
He holds a Bachelor of Engineering with Honours, Bachelor of Science (Phys/IT) and a graduate diploma in Applied Finance and is a graduate of the AICD.
David Ward is a seasoned geologist and mining industry executive with over 25 years of experience encompassing early-stage exploration, project development through to open pit and underground mining. For the last 8 years, he served as chief geologist of private company, Bacchus Resources. Ward was instrumental in defining over 950Koz of gold resources in the NT, while overseeing the development of other exploration assets in the NT, QLD and NSW. These assets were then incorporated into key projects for multiple ASX-listed exploration companies.
In addition to his success at Bacchus Resources, Ward has played key exploration and operational technical roles in several companies, including Newcrest Mining, as Production and Resource Definition Geologist for the Cadia Gold Mine and Clancy Exploration as senior exploration geologist overseeing porphyry and epithermal exploration in the Lachlan Fold Belt NSW.
Leonard Math is a chartered accountant with extensive experience managing financial operations for ASX listed resources companies. He graduated with a Bachelor of Business (double major in accounting and information systems) from Edith Cowan University in 2003 and became a chartered accountant in September, 2008. He has held multiple director, CFO and company secretary roles in the resources sector, most recently with Summit Minerals (ASX:SUM).